Investor Relations

Investors

CYS Investments, Inc. Acquisition – 2018

On July 31, 2018, Two Harbors Investment Corp. and CYS Investments, Inc. announced the closing of the previously announced merger between Two Harbors and CYS.

Summary

Upon the closing of the merger, each share of CYS common stock was converted into the right to receive 0.4680 newly issued shares of Two Harbors common stock as well as cash consideration of $0.0965 per share. Based on the number of shares of CYS common stock outstanding as of the closing date, approximately 72.7 million shares of Two Harbors common stock and $15 million in cash consideration will be issued to CYS common stockholders in connection with the merger.

No fractional shares of Two Harbors common stock will be issued in connection with the merger. Instead, CYS common stockholders will receive cash in lieu of any fractional shares.

Shares of CYS common stock will continue to trade on the New York Stock Exchange (“NYSE”) throughout the day on July 31, 2018. Trading in shares of CYS common stock will cease after market close on July 31, 2018 and shares of CYS common stock will be converted into the right to receive Two Harbors common stock and the cash consideration prior to market open on August 1, 2018.

The newly issued shares of Two Harbors common stock will begin trading on the NYSE under the ticker symbol “TWO” on August 1, 2018.

Registered holders of CYS common stock will have their shares of Two Harbors common stock posted to new accounts at Equiniti Shareowner Services, the transfer agent for Two Harbors. Beneficial holders of CYS common stock will have their shares of Two Harbors common stock posted to their individual accounts at their broker or financial institution, in accordance with the policies and procedures of such broker or financial institution.

Upon the closing of the merger, each share of CYS 7.75% Series A Cumulative Redeemable Preferred Stock was converted into the right to receive one share of newly classified Two Harbors’ 7.75% Series D Cumulative Redeemable Preferred Stock, and each share of CYS 7.50% Series B Cumulative Redeemable Preferred Stock was converted into the right to receive one share of newly classified Two Harbors’ 7.50% Series E Cumulative Redeemable Preferred Stock.

The newly issued shares of Two Harbors preferred stock will begin trading on the NYSE under the ticker symbols “TWO PRD” and “TWO PRE” on August 1, 2018.

Granite Point Distribution - 2017

On September 14, 2017, Two Harbors’ Board of Directors declared a special dividend to distribute the shares of common stock of Granite Point Mortgage Trust Inc. (NYSE: GPMT) (“Granite Point”) acquired by the company in connection with the contribution of its commercial real estate portfolio to Granite Point.

On November 1, 2017, the company distributed the 33,071,000 shares of Granite Point common stock it had acquired in connection with the contribution of its commercial real estate portfolio to Granite Point. Two Harbors common stockholders who were entitled to take part in the Stock Dividend received 0.094765 shares of Granite Point common stock for each share of Two Harbors common stock outstanding on October 20, 2017, subject to the liquidation of fractional shares for which stockholders would have received a payment of cash in lieu of such fractional shares.

Silver Bay Distribution - 2013

On March 18, 2013, Two Harbors’ Board of Directors declared a special dividend (the “Stock Dividend”) pursuant to which the company distributed, on a pro rata basis, 17,824,647 shares of common stock of Silver Bay Realty Trust Corp. (NYSE: SBY) (“Silver Bay”) it owned to the Two Harbors’ stockholders of record at the close of business on April 2, 2013.

Two Harbors’ stockholders received approximately 0.049 shares of Silver Bay common stock for each share of Two Harbors’ common stock they owned of record on April 2, 2013, subject to the liquidation of fractional shares for which stockholders received cash in lieu of such fractional shares. The Stock Dividend was payable on or about April 24, 2013.